HomeMy WebLinkAboutC12-327 Lewan & Associates r +
MASTER CONSULTING AGREEMENT BETWEEN
EAGLE COUNTY, COLORADO and LEWAN & ASSOCIATES, INC.
This Master Consulting Agreement ( "Agreement ") dated as of this Agth' day of
6 e timbtr ,2010 , is between the County of Eagle, State of Colorado, a body corporate and
po itic, by and through its Board of County Commissioners ( "County "), and Lewan &
Associates, Inc., with a mailing address of 1400 South Colorado Blvd, Denver, CO 80222
( "Consultant ").
WHEREAS, the County is in need of a company to provide the services outlined in
Section 1.1 hereunder; and
WHEREAS, Consultant has represented that it has the experience and knowledge in the
subject matter necessary to carry out the services outlined in Section 1.1 hereunder; and
WHEREAS, County wishes to hire Consultant to perform the tasks associated with such
services outlined in Section 1.1 hereunder; and
WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the
responsibilities of the Consultant in connection with the services and related terms and
conditions to govern the relationship between Consultant and County in connection with the
services.
Agreement
Therefore, based upon the representations by Consultant set forth in the foregoing recitals,
for good and valuable consideration, including the promises set forth herein, the parties agree to
the following:
1. Services Provided: •
1. The Consultant will provide the consulting services as more particularly set forth in the
attached Exhibit "A," (hereinafter called "Consulting Services ") incorporated herein by
reference. The Consulting Services are generally described as providing information
technology consulting and support.
1.2 It is anticipated or possible that County will utilize Consultant for other services on an as-
needed basis. Any such additional services will be through a signed written amendment
0199-4
to this Master Consulting Agreement. Consultant shall not perform any additional
services without an executed amendment. Such amendment will set forth the scope of
work for the additional services. Except as may be expressly altered by the amendment,
all terms and conditions of this Master Consulting Agreement shall control. To the extent
the terms and conditions of this Agreement may conflict with Exhibit "A" or any future
exhibits or amendments, the terms and conditions of this Agreement shall control.
1.3 The Consultant agrees that Consultant will not knowingly enter into any consulting
arrangements with third parties that will conflict in any manner with the Consulting
Services.
1.4 Consultant has given the County a proposal for performing the Services and represented
that it has the expertise and personnel necessary to properly and timely perform the
Services.
2. Term of Agreement
2.1 This Agreement shall commence on the agreement date and, subject to the provisions of
Section 2.2 hereof, shall continue in full force and effect for a period of 1 year
commencing with the effective date of this Agreement. This Agreement may be extended
beyond the time referred to in this Section 2.1 on terms and conditions as may be
mutually agreed between the parties hereto.
2.2 This Agreement may be terminated by either party for any other reason with 15 days
written notice, with or without cause, and without penalty whatsoever therefore.
2.3 In the event of any termination of this Agreement, Consultant shall be compensated for
all incurred costs and hours of work then satisfactorily completed, plus approved
expenses.
3. Independent Contractor:
3.1 With respect to the provision of the Consulting Services hereunder, Consultant
acknowledges that Consultant is an independent contractor providing Consulting Services
to the County. Nothing in this Agreement shall be deemed to make Consultant an agent,
employee, partner or representative of County.
3.2 The Consultant shall not have the authority to, and will not make any commitments or
enter into any agreement with any party on behalf of County without the written consent
of the Board of County Commissioners.
3.3 The Consultant will maintain workman's compensation and unemployment insurance as
required by law; commercial auto coverage, commercial general liability and errors and
omissions insurance each with limits of not less than $1,000,000 per occurrence
4. Remuneration:
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4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant a fee
as set forth in the attached Exhibit "A." Consultant will not be entitled to bill at overtime
and/or double time rates for work done outside of normal business hours unless
specifically authorized to do so by County. In the event the Consultant's Services include
reimbursable expenses, the County must approve such reimbursable expenses in advance
and such expenses shall be billed at cost without mark up. Fees for any additional
services will be as set forth in an executed addendum between the parties. Fees will be
paid within thirty (30) days of receipt of a proper and accurate invoice from Consultant
respecting Consulting Services. The invoice shall include a description of services
performed. Upon request, Consultant shall provide County with such other supporting
information as County may request.
4.2 County will not withhold any taxes from monies paid to the Consultant hereunder and
Consultant agrees to be solely responsible for the accurate reporting and payment of any
taxes related to payments made pursuant to the terms of this Agreement.
4.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be
made to the County nor shall any payment be made to the Consultant in excess of the
amount for any work done without the written approval in accordance with a budget
adopted by the Board in accordance with provisions of the Colorado Revised Statutes.
Moreover, the parties agree that the County is a governmental entity and that all
obligations beyond the current fiscal year are subject to funds being budgeted and
appropriated.
5. Ownership of Documents:
All documents (including electronic files) which are obtained during or prepared, either
partially or wholly, in the performance of the Services shall remain the property of the
County and are to be delivered to County before final payment is made to Consultant or
upon earlier termination of this Agreement.
6. Indemnification:
Within the limits allowed by law, Consultant shall indemnify County for, and hold and
defend the County and its officials, boards, officers, principals and employees harmless
from, all costs, claims and expenses, including reasonable attorney's fees, arising from
claims of any nature whatsoever made by any person in connection with the negligent acts
or omissions of, or presentations by, the Consultant in violation of the terms and
conditions of this Agreement. This indemnification shall not apply to claims by third
parties against the County to the extent that the County is liable to such third party for
such claim without regard to the involvement of the Consultant.
7. Consultant's Professional Level of Care:
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consultant shall be responsible for the completeness and accuracy of the Consulting
Services, including all supporting data and other documents prepared or compiled in
performance of the Services, and shall correct, at its sole expense, all significant errors
and omissions therein. Consultant shall perform the Consulting Services in a skillful,
professional and competent manner and in accordance with the standard of care, skill and
diligence applicable to consultants, with respect to similar services, in this area at this
time.
8. No Assignment:
The parties to this Agreement recognize that the Consulting Services to be provided
pursuant to this Agreement are professional in nature and that in entering into this
Agreement County is relying upon the professional services and reputation of Consultant
and its approved subcontractors. Therefore, neither Consultant nor its subcontractors may
assign its interest in this Agreement or in its subcontract, including the assignment of any
rights or delegation of any obligations provided therein, without the prior written consent
of County, which consent County may withhold in its sole discretion. Except as so
provided, this Agreement shall be binding on and inure to the benefit of the parties hereto,
and their respective successors and assigns, and shall not be deemed to be for the benefit
of or enforceable by any third party. Unless specifically stated to the contrary in any
written consent to an assignment, no assignment will release or discharge the assignor
om any duty or responsibility under the Agreement.
9. otices:
9.1 y notice and all written communications required under this Agreement shall be given
writing by personal delivery, facsimile or U.S. Mail to the other party at the following
ddresses:
(. Eagle County Innovation and Technology Director
500 Broadway
PO Box 850
Eagle, CO 81631
Telephone: 970-328-3581
Facsimile: 970 - 328 -3599
with a copy to:
Eagle County Attorney's Office
500 Broadway PO Box 850
Eagle, CO 81631
(, I Lewan & Associates, Inc.
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Attn: Kenneth Long
1400 South Colorado Blvd
Denver, Colorado 80222
9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is
transmitted and confirmed received or, if transmitted after normal business hours, on the
next business day after transmission, provided that a paper copy is mailed the same date;
or three days after the date of deposit, first class postage prepaid, in an official depository
of the U.S. Postal Service.
10. Jurisdiction and Confidentiality:
10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado
and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue
shall be in the Fifth Judicial District for the State of Colorado.
10.2 The Consultant and County acknowledge that, during the term of this Agreement and in
the course of the Consultant rendering the Consulting Services, the Consultant and
County may acquire knowledge of the business operations of the other party not
generally known deemed confidential. The parties shall not disclose, use, publish or
otherwise reveal, either directly or through another, to any person, firm or corporation,
any such confidential knowledge or information and shall retain all knowledge and
information which he has acquired as the result of this Agreement in trust in a fiduciary
capacity for the sole benefit of the other party during the term of this Agreement, and for
a period of five (5) years following termination of this Agreement. Any such information
must be marked as confidential. The parties recognize that the County is subject to the
Colorado Open Records Act and nothing herein shall preclude a release of information
that is subject to the same.
11. Miscellaneous:
11.1 This Agreement constitutes the entire Agreement between the parties related to its
subject matter. It supersedes all prior proposals, agreements and understandings.
11.2 This Agreement is personal to the Consultant and may not be assigned by
Consultant.
11.3 This Agreement does not and shall not be deemed to confer upon or grant to any
third party any right enforceable at law or equity arising out of any term, covenant,
or condition herein or the breach thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
COUNTY MANAGER
y: Keith Montag
Lewan and Associates, Inc.
B,, � Todd Johnson
Sep 21 2012 2:48 PM
Title
VP of nology Services
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Exhibit A - Apple iPad impact study
Statement of Work
Project Overview and Scope
The County has requested that Consultant assist with investigating integration of Apple iPads
into a Microsoft Active Directory / Cisco based business networking environment. Primary areas
of emphasis involve approaching secure wireless access, possible VLAN sequestering of iPad
traffic, iPad printing to domain or IP printers, Active Directory file share access, Mobile Device
Management tools, RDP or remote access, VPN access from off site, application delivery, etc.
It is unclear what server based business applications the County may wish to access with iPads
moving forward. At this stage, the County simply wants to be prepared and proactive with
the inevitable introduction of Apple iPads or similar tablet devices into their secured network
environment. The County wants to understand what they need to know in order to connect
tablet devices securely, manage devices effectively, and to deliver applications or connectivity
to appropriate resources. At present, the County is uncertain to what extent other tablet based
devices beyond Apple iPads may be utilized in their environment in the future.
Deliverables
The deliverables of this engagement involve providing recommendations, and to the extent
feasible, a working model implemented on a single iPad involving solutions focused on all of the
following:
• Secure wireless LAN connectivity to existing Cisco wireless infrastructure.
• Network domain authentication and resource access.
• Network file share access to Microsoft Windows file server.
• Network printer configuration.
• Secure remote network connectivity through existing Cisco ASA.
• iPad Mobile Device Management recommendations.
• Other security focused recommendations
Project Costs
Time - and - Materials projects are by nature estimated (and not fixed). Unforeseen issues do
arise in many situations that will add time to the project. When an overage is discovered or
anticipated, the County will be notified as early as practical.
Estimated cost for Lewan consulting services:
Resource / Category Basis Total Cost ($) Comments
Consultant 14 hours @ $175 / $2,450
hour
Project Manager 2 hours @ $165 / $330
hour
Total Services $2,780
• Billing for this project will take place monthly, typically on or about the last day of the
calendar month based on the number of hours worked and the hourly rate for services.
Exhibit A - Apple iPad impact study
Statement of Work
Additional notes:
• Any work performed outside of the scope of this SOW will be billed at rates negotiated
separately.
• Product related to the services in this SOW will be invoiced upon receipt by Customer,
payable according to the terms on the product invoice(s).
• A one -way trip charge will be billed to Customer at the hourly rate for the SE or Project
Manager. All travel time will be assessed from the Lewan office at 1400 S. Colorado
Boulevard, Denver CO 80222 to the Customer location. Standard rates will apply to
business -hours travel, and over -time and double -time rates will apply as noted below. There
is a minimum 15- minute trip charge. These trip charges are included in the fixed fee or
estimated costs stated in this SOW.
• Travel expenses for this SOW such as hotel, airfare, rental car, meals, etc. for out of town
travel will be billed separately as incurred.
• This SOW does not include any formal classroom -based training. Any time spent training
Customer will be billed at a separately negotiated rate or outlined in Customer's Lewan
Pricing Agreement.
Project Timeline and Schedule Changes
All dates unless agreed upon in advance are subject to change. A minimum of a two -week
notice may be required to schedule resources.
• Once this service has been scheduled, any changes to the schedule must occur at least 8
calendar days prior to the schedule date. If Customer reschedules this service within 7 days
or less prior to the schedule date, there will be a rescheduling fee not to exceed 25% of the
Customer price for the services.
Considerations
When working in, maintaining or resolving issues in an existing IT environment, there is always
the risk of data loss due to the failure of equipment or software. Lewan & Associates will do
everything feasible to prevent any loss of data, as well as make effort to avoid system failure or
downtime. Lewan & Associates cannot be held liable or accountable for the loss of data or cost
of reconstruction should they occur during the course of this agreement. We recommend that
customers create, verify, and maintain backup copies of all data prior to services being rendered.
Lewan & Associates is rendering services in an advisory and service capacity. Lewan personnel
strictly adhere to the licensing terms and conditions of all manufacturers' license agreements.
Our responsibilities for installing software and hardware, and for product warranties, are limited to
the manufacturer's specifications and terms.
Technology advances have created an environment where many manufacturers as well as
vendors do not have the opportunity to test every possible combination of hardware and
software. Lewan & Associates has established key vendor relationships with hardware and
software vendors to ensure the highest level of technical support in order to resolve complex
issues. Lewan Systems Engineers will utilize all levels of technical support to ensure that
services are performed effectively and efficiently. Our Systems Engineers will provide ongoing
communications with Customer regarding unresolved or complex issues and additional time that
may be required to resolve them.
Exhibit A - Apple iPad impact study
Statement of Work
Lewan will provide no charge warranty support via telephone or e-mail for services performed by
us for thirty (30) days after each SOW has been completed. This support is limited to problem
determination and resolution related exclusively to workmanship issues performed by Lewan
and does not include training, technical skills transfer, or application support, unless otherwise
agreed to within the SOW. Requests for on -site support or remote access will be provided with a
one -hour minimum, unless otherwise defined within the SOW.
Support Calls
Requests for support should be made through the Remote Operations Center (ROC) at 888 -
LEWAN88 (888- 539 -2688) or support@I Hours of normal operation are Monday
through Friday, 8:OOam - 5:OOpm (excluding company holidays). A message can be left outside
the normal hours of operation and will be returned the next business day.
Statement of Work Changes and / or Additions
Lewan offers a wide variety of consulting and engineering services. We will partner with your
Company to help you meet every business objective possible. Please make us aware of any
changes and / or additions to this SOW or to your business needs. Upon identification of
potential scope changes, Customer and Lewan will agree on the course of action.
